<PAGE>
                                                                     EXHIBIT 4.6


--------------------------------------------------------------------------------

                        SOLARFUN POWER HOLDINGS CO., LTD.




                    ________________________________________

                                     TRUSTEE



                           ___________________________


                                    INDENTURE


                         Dated as of            , 2008
                                     -----------


                           ___________________________


             Providing for the Issuance of Debt Securities in Series


--------------------------------------------------------------------------------






<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1

   Section 1.1. Definitions.......................................................................................1
   Section 1.2. Other Definitions.................................................................................4
   Section 1.3. Incorporation by Reference of Trust Indenture Act.................................................4
   Section 1.4. Rules of Construction.............................................................................5

ARTICLE II THE SECURITIES.........................................................................................5

   Section 2.1. Amount Unlimited; Issuable in Series..............................................................5
   Section 2.2. Establishment of Terms of Series of Securities....................................................5
   Section 2.3. Execution, Authentication and Delivery of Securities..............................................7
   Section 2.4. Registrar and Paying Agent........................................................................7
   Section 2.5. Paying Agent to Hold Money in Trust...............................................................8
   Section 2.6. Securityholder Lists..............................................................................8
   Section 2.7. Transfer and Exchange.............................................................................9
   Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities..................................................9
   Section 2.9. Outstanding Securities...........................................................................10
   Section 2.10. Treasury Securities.............................................................................10
   Section 2.11. Temporary Securities............................................................................10
   Section 2.12. Cancellation....................................................................................10
   Section 2.13. Defaulted Interest..............................................................................11
   Section 2.14. Global Securities...............................................................................11
   Section 2.15. CUSIP Numbers...................................................................................12

ARTICLE III. REDEMPTION..........................................................................................12

   Section 3.1. Notice to Trustee................................................................................12
   Section 3.2. Selection of Securities to be Redeemed...........................................................13
   Section 3.3. Notice of Redemption.............................................................................13
   Section 3.4. Effect of Notice of Redemption...................................................................13
   Section 3.5. Deposit of Redemption Price......................................................................14
   Section 3.6. Securities Redeemed in Part......................................................................14

ARTICLE IV. COVENANTS............................................................................................14

   Section 4.1. Payment of Principal and Interest................................................................14
   Section 4.2. SEC Reports......................................................................................14
   Section 4.3. Compliance Certificate...........................................................................14
   Section 4.4. Stay, Extension and Usury Laws...................................................................14
   Section 4.5. Corporate Existence..............................................................................15

ARTICLE V. SUCCESSORS............................................................................................15

   Section 5.1. When Company May Merge, etc......................................................................15
   Section 5.2. Successor Corporation Substituted................................................................15

ARTICLE VI. DEFAULTS AND REMEDIES................................................................................16

   Section 6.1. Events of Default................................................................................16
   Section 6.2. Acceleration of Maturity; Rescission and Annulment...............................................17
   Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee..................................17
   Section 6.4. Trustee May File Proofs of Claim.................................................................18
   Section 6.5. Trustee May Enforce Claims Without Possession of Securities......................................18
   Section 6.6. Application of Money Collected...................................................................19
   Section 6.7. Limitation on Suits..............................................................................19
   Section 6.8. Unconditional Right of Holders to Receive Principal and Interest.................................19
   Section 6.9. Restoration of Rights and Remedies...............................................................20
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                                                                                                              <C>
   Section 6.10. Rights and Remedies Cumulative..................................................................20
   Section 6.11. Delay or Omission Not Waiver....................................................................20
   Section 6.12. Control by Holders..............................................................................20
   Section 6.13. Waiver of Past Defaults.........................................................................20
   Section 6.14. Undertaking for Costs...........................................................................21

ARTICLE VII. TRUSTEE.............................................................................................21

   Section 7.1. Duties of Trustee................................................................................21
   Section 7.2. Rights of Trustee................................................................................22
   Section 7.3. Individual Rights of Trustee.....................................................................23
   Section 7.4. Trustee's Disclaimer.............................................................................23
   Section 7.5. Notice of Defaults...............................................................................23
   Section 7.6. Reports by Trustee to Holders....................................................................23
   Section 7.7. Compensation and Indemnity.......................................................................23
   Section 7.8. Replacement of Trustee...........................................................................24
   Section 7.9. Successor Trustee by Merger, etc.................................................................25
   Section 7.10. Eligibility; Disqualification...................................................................25
   Section 7.11. Preferential Collection of Claims Against Company...............................................25

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE.............................................................25

   Section 8.1. Satisfaction and Discharge of Indenture..........................................................25
   Section 8.2. Application of Trust Funds; Indemnification......................................................26
   Section 8.3. Legal Defeasance of Securities of any Series.....................................................27
   Section 8.4. Covenant Defeasance..............................................................................28
   Section 8.5. Repayment to Company.............................................................................29

ARTICLE IX. AMENDMENTS AND WAIVERS...............................................................................29

   Section 9.1. Without Consent of Holders.......................................................................29
   Section 9.2. With Consent of Holders..........................................................................29
   Section 9.3. Compliance with Trust Indenture Act..............................................................30
   Section 9.4. Revocation and Effect of Consents................................................................30
   Section 9.5. Notation on or Exchange of Securities............................................................30
   Section 9.6. Trustee Protected................................................................................30

ARTICLE X. MISCELLANEOUS.........................................................................................31

   Section 10.1. Trust Indenture Act Controls....................................................................31
   Section 10.2. Notices.........................................................................................31
   Section 10.3. Communication by Holders with Other Holders.....................................................31
   Section 10.4. Certificate and Opinion as to Conditions Precedent..............................................32
   Section 10.5. Statements Required in Certificate or Opinion...................................................32
   Section 10.6. Rules by Trustee and Agents.....................................................................32
   Section 10.7. Legal Holidays..................................................................................32
   Section 10.8. No Recourse Against Others......................................................................32
   Section 10.9. Counterparts....................................................................................33
   Section 10.10. Governing Laws.................................................................................33
   Section 10.11. No Adverse Interpretation of Other Agreements..................................................33
   Section 10.12. Successors.....................................................................................33
   Section 10.13. Severability...................................................................................33
   Section 10.14. Table of Contents, Headings, Etc...............................................................33

ARTICLE XI. SINKING FUNDS........................................................................................33

   Section 11.1. Applicability of Article........................................................................33
   Section 11.2. Satisfaction of Sinking Fund Payments with Securities...........................................34
   Section 11.3. Redemption of Securities for Sinking Fund.......................................................34
</TABLE>

                                       ii


<PAGE>
--------------------------------------------------------------------------------
                       SOLARFUN POWER HOLDINGS CO., LTD.

         Reconciliation and tie between Trust Indenture Act of 1939 and
                   Indenture, dated as of           , 2008
                                          ----------


<Table>
<S>                                                            <C>
  Section 310(a)(1)                                            7.10
             (a)(2)                                            7.10
             (a)(3)                                            Not Applicable
             (a)(4)                                            Not Applicable
             (a)(5)                                            7.10
                (b)                                            7.10
     Section 311(a)                                            7.11
                (b)                                            7.11
                (c)                                            Not Applicable
     Section 312(a)                                            2.6
                (b)                                            10.3
                (c)                                            10.3
     Section 313(a)                                            7.6
             (b)(1)                                            7.6
             (b)(2)                                            7.6
             (c)(1)                                            7.6
                (d)                                            7.6
     Section 314(a)                                            4.2, 10.5
                (b)                                            Not Applicable
             (c)(1)                                            10.4
             (c)(2)                                            10.4
             (c)(3)                                            Not Applicable
                (d)                                            Not Applicable
                (e)                                            10.5
                (f)                                            Not Applicable
     Section 315(a)                                            7.1
                (b)                                            7.5
                (c)                                            7.1
                (d)                                            7.1
                (e)                                            6.14
     Section 316(a)                                            2.10
          (a)(1)(A)                                            6.12
          (a)(1)(B)                                            6.13
                (b)                                            6.8
  Section 317(a)(1)                                            6.3
             (a)(2)                                            6.4
                (b)                                            2.5
     Section 318(a)                                            10.1
</Table>


Note: This reconciliation and tie shall not, for any purpose, be deemed to be
       part of the Indenture.

                                      iii


<PAGE>
     Indenture dated as of _________________, 2008 between Solarfun Power
Holdings Co., Ltd., a company incorporated in the Cayman Islands ("Company"),
and ______________________ ("Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Securities issued under this
Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

     "Additional Amounts" means any additional amounts which are required hereby
or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes imposed on Holders specified herein
or therein and which are owing to such Holders.

     "Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under common control with such
specified person. For the purposes of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such person, whether through the ownership of voting securities
or by agreement or otherwise.

     "Agent" means any Registrar, Paying Agent or Service Agent.

     "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee thereof.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate and delivered to the
Trustee.

     "Business Day" means, unless otherwise provided by Board Resolution,
Officers' Certificate or supplemental indenture hereto for a particular Series,
any day except a Saturday, Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law, regulation or
executive order to close or a day the Corporate Trust Office is closed.

     "Company" means the party named as such above until a successor replaces it
and thereafter means the successor.

     "Company Order" means a written order signed in the name of the Company by
two Officers, one of whom must be the Company's Chief Executive Officer, Chief
Financial Officer or principal accounting officer.

     "Company Request" means a written request signed in the name of the Company
by its Chairman, its Chief Executive Officer, or any Vice President and by its
Chief Financial Officer and delivered to the Trustee.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered.

                                       1
<PAGE>

     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Depositary" means, with respect to the Securities of any Series issuable
or issued in whole or in part in the form of one or more Global Securities, the
person designated as Depositary for such Series by the Company, which Depositary
shall be a clearing agency registered under the Exchange Act; and if at any time
there is more than one such person, "Depositary" as used with respect to the
Securities of any Series shall mean the Depositary with respect to the
Securities of such Series.

     "Discount Security" means any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.2.

     "Dollars" and "$" means the currency of The United States of America.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Foreign Currency" means any currency or currency unit issued by a
government other than the government of The United States of America.

     "Foreign Government Obligations" means, with respect to Securities of any
Series that are denominated in a Foreign Currency, (i) direct obligations of the
government that issued or caused to be issued such currency for the payment of
which obligations its full faith and credit is pledged or (ii) obligations of a
person controlled or supervised by or acting as an agency or instrumentality of
such government the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by such government, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the issuer
thereof.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect as of the date of determination.

     "Global Security" or "Global Securities" means a Security or Securities, as
the case may be, in the form established pursuant to Section 2.2 evidencing all
or part of a Series of Securities, issued to the Depositary for such Series or
its nominee, and registered in the name of such Depositary or nominee.

     "Holder" or "Securityholder" means a person in whose name a Security is
registered.

     "Indenture" means this Indenture as amended or supplemented from time to
time and shall include the form and terms of particular Series of Securities
established as contemplated hereunder.

     "interest" with respect to any Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity.

     "Maturity," when used with respect to any Security, means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

                                       2
<PAGE>

     "Officer" means the Chairman, the Chief Executive Officer, any Vice
President, or the Chief Financial Officer of the Company.

     "Officers' Certificate" means a certificate signed by two Officers, one of
whom must be the Company's Chief Executive Officer, Chief Financial Officer or
principal accounting officer.

     "Opinion of Counsel" means a written opinion of legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company.

     "person" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "principal" of a Security means the principal of the Security plus, when
appropriate, the premium, if any, on, and any Additional Amounts in respect of,
the Security.

     "Responsible Officer" means any officer of the Trustee in its Corporate
Trust Office and also means, with respect to a particular corporate trust
matter, any other officer to whom any corporate trust matter is referred because
of his or her knowledge of and familiarity with a particular subject and who
shall in each case have direct responsibility for the administration of this
Indenture.

     "SEC" means the Securities and Exchange Commission.

     "Securities" means the debentures, notes or other debt instruments of the
Company of any Series authenticated and delivered under this Indenture.

     "Series" or "Series of Securities" means each series of debentures, notes
or other debt instruments of the Company created pursuant to Sections 2.1 and
2.2 hereof.

     "Stated Maturity" when used with respect to any Security, means the date
specified in such Security as the fixed date on which the principal of such
Security or interest is due and payable.

     "Subsidiary" of any specified person means any corporation, association or
other business entity of which more than 50% of the total voting power of shares
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of that person or a combination thereof.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act as so amended.

     "Trustee" means the person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each person who is then a Trustee hereunder, and if at any time there is
more than one such person, "Trustee" as used with respect to the Securities of
any Series shall mean the Trustee with respect to Securities of that Series.

     "U.S. Government Obligations" means securities which are (i) direct
obligations of The United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a

                                       3
<PAGE>

person controlled or supervised by and acting as an agency or instrumentality of
The United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by The United States of America, and which
in the case of (i) and (ii) are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation evidenced by such depository receipt.

Section 1.2. Other Definitions.

<Table>
<Caption>
<S>                                                        <C>
                                                           DEFINED IN
TERM                                                         SECTION
------------------------------------------------------
"Bankruptcy Law"                                               6.1
"Custodian"                                                    6.1
"Event of Default"                                             6.1
"Legal Holiday"                                               10.7
"mandatory sinking fund payment"                              11.1
"optional sinking fund payment"                               11.1
"Paying Agent"                                                 2.4
"Registrar"                                                    2.4
"Service Agent"                                                2.4
"successor person"                                             5.1
</Table>

Section 1.3. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Securityholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company and any successor
obligor upon the Securities.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.

                                       4
<PAGE>

Section 1.4. Rules of Construction.

     Unless the context otherwise requires:

     (a)  a term has the meaning assigned to it;

     (b)  an accounting term not otherwise defined has the meaning assigned to
          it in accordance with GAAP;

     (c)  "or" is not exclusive;

     (d)  words in the singular include the plural, and in the plural include
          the singular; and

     (e)  provisions apply to successive events and transactions.

                                   ARTICLE II.
                                 THE SECURITIES

Section 2.1. Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more Series. All Securities of a Series shall be identical except as may be
set forth or determined in the manner provided in a Board Resolution,
supplemental indenture or Officers' Certificate detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution. In the
case of Securities of a Series to be issued from time to time, the Board
Resolution, Officers' Certificate or supplemental indenture detailing the
adoption of the terms thereof pursuant to authority granted under a Board
Resolution may provide for the method by which specified terms (such as interest
rate, maturity date, record date or date from which interest shall accrue) are
to be determined. Securities may differ between Series in respect of any
matters, provided that all Series of Securities shall be equally and ratably
entitled to the benefits of the Indenture.

Section 2.2. Establishment of Terms of Series of Securities.

     At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series generally in the case of Subsections 2.2.2 through 2.2.21) by or pursuant
to a Board Resolution, and set forth or determined in the manner provided in a
Board Resolution, supplemental indenture or Officers' Certificate:

     2.2.1.  the title of the Series (which shall distinguish the Securities of
             that particular Series from the Securities of any other Series);

     2.2.2.  the price or prices (expressed as a percentage of the principal
             amount thereof) at which the Securities of the Series will be
             issued;

     2.2.3.  any limit upon the aggregate principal amount of the Securities of
             the Series which may be authenticated and delivered under this
             Indenture (except for Securities authenticated and delivered upon
             registration of transfer of, or in exchange for, or in lieu of,
             other Securities of the Series pursuant to Section 2.7, 2.8, 2.11,
             3.6 or 9.6);

     2.2.4.  the date or dates on which the principal of the Securities of the
             Series is payable;

                                       5
<PAGE>

     2.2.5.  the rate or rates (which may be fixed or variable) per annum or, if
             applicable, the method used to determine such rate or rates
             (including, but not limited to, any commodity, commodity index,
             stock exchange index or financial index) at which the Securities of
             the Series shall bear interest, if any, the date or dates from
             which such interest, if any, shall accrue, the date or dates on
             which such interest, if any, shall commence and be payable and any
             regular record date for the interest payable on any interest
             payment date;

     2.2.6.  the place or places where the principal of and interest, if any, on
             the Securities of the Series shall be payable, where the Securities
             of such Series may be surrendered for registration of transfer or
             exchange and where notices and demands to or upon the Company in
             respect of the Securities of such Series and this Indenture may be
             served, and the method of such payment, if by wire transfer, mail
             or other means;

     2.2.7.  if applicable, the period or periods within which, the price or
             prices at which and the terms and conditions upon which the
             Securities of the Series may be redeemed, in whole or in part, at
             the option of the Company;

     2.2.8.  the obligation, if any, of the Company to redeem or purchase the
             Securities of the Series pursuant to any sinking fund or analogous
             provisions or at the option of a Holder thereof and the period or
             periods within which, the price or prices at which and the terms
             and conditions upon which Securities of the Series shall be
             redeemed or purchased, in whole or in part, pursuant to such
             obligation;

     2.2.9.  the dates, if any, on which and the price or prices at which the
             Securities of the Series will be repurchased by the Company at the
             option of the Holders thereof and other detailed terms and
             provisions of such repurchase obligations;

     2.2.10. if other than denominations of $1,000 and any integral multiple
             thereof, the denominations in which the Securities of the Series
             shall be issuable;

     2.2.11. the forms of the Securities of the Series and whether the
             Securities will be issuable as Global Securities;

     2.2.12. if other than the principal amount thereof, the portion of the
             principal amount of the Securities of the Series that shall be
             payable upon declaration of acceleration of the maturity thereof
             pursuant to Section 6.2;

     2.2.13. the currency of denomination of the Securities of the Series;

     2.2.14. the designation of the currency, currencies or currency units in
             which payment of the principal of and interest, if any, on the
             Securities of the Series will be made;

     2.2.15. if payments of principal of or interest, if any, on the Securities
             of the Series are to be made in one or more currencies or currency
             units other than that or those in which such Securities are
             denominated, the manner in which the exchange rate with respect to
             such payments will be determined;

     2.2.16. the manner in which the amounts of payment of principal of or
             interest, if any, on the Securities of the Series will be
             determined, if such amounts may be determined by reference to an
             index based on a currency or currencies or by reference to a
             commodity, commodity index, stock exchange index or financial
             index;

                                       6
<PAGE>

     2.2.17. the provisions, if any, relating to any security provided for the
             Securities of the Series;

     2.2.18. any addition to or change in the Events of Default which applies to
             any Securities of the Series and any change in the right of the
             Trustee or the requisite Holders of such Securities to declare the
             principal amount thereof due and payable pursuant to Section 6.2;

     2.2.19. any addition to or change in the covenants set forth in Articles IV
             or V which applies to Securities of the Series;

     2.2.20. any other terms of the Securities of the Series (which may
             supplement, modify or delete any provision of this Indenture
             insofar as it applies to such Series); and

     2.2.21. any depositaries, interest rate calculation agents, exchange rate
             calculation agents or other agents with respect to Securities of
             such Series if other than those appointed herein.

     All Securities of any one Series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to the Board Resolution, supplemental indenture
hereto or Officers' Certificate referred to above.

Section 2.3. Execution and Authentication.

     Two Officers shall sign the Securities for the Company by manual or
facsimile signature. If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

     A Security shall not be valid until authenticated by the manual or
facsimile signature of the Trustee or an authenticating agent. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not be taken lawfully; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

     Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.2) shall be fully protected in relying on:
(a) the Board Resolution, (b) supplemental indenture hereto relating to the
Securities of that Series, (c) an Officers' Certificate complying with Section
10.4, and (d) an Opinion of Counsel complying with Section 10.4.

Section 2.4. Registrar and Paying Agent.

     The Company shall maintain, with respect to each Series of Securities, at
the place or places specified with respect to such Series pursuant to Section
2.2, an office or agency where Securities of such

                                       7
<PAGE>

Series may be presented or surrendered for payment ("Paying Agent"), where
Securities of such Series may be surrendered for registration of transfer or
exchange ("Registrar") and where notices and demands to or upon the Company in
respect of the Securities of such Series and this Indenture may be served
("Service Agent"). The Trustee or Service Agent, as applicable, shall deliver
such notices and demands to the Company in accordance with Section 10.2 hereof.
The Registrar shall keep a register with respect to each Series of Securities
and to their transfer and exchange. The Company will give prompt written notice
to the Trustee of the name and address, and any change in the name or address,
of each Registrar, Paying Agent or Service Agent. If at any time the Company
shall fail to maintain any such required Registrar, Paying Agent or Service
Agent or shall fail to furnish the Trustee with the name and address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

     The Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligations to
maintain a Registrar, Paying Agent and Service Agent in each place so specified
pursuant to Section 2.2 for Securities of any Series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the name or address of any such co-registrar,
additional paying agent or additional service agent. The term "Registrar"
includes any co-registrar; the term "Paying Agent" includes any additional
paying agent; and the term "Service Agent" includes any additional service
agent.

     The Company hereby appoints the Trustee the initial Registrar, Paying Agent
and Service Agent for each Series unless another Registrar, Paying Agent or
Service Agent, as the case may be, is appointed prior to the time Securities of
that Series are first issued.

     The Company hereby appoints The Depository Trust Company to act as
Depositary with respect to the Securities.

Section 2.5. Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal of or interest on the Series of
Securities, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary of the Company) shall have no further liability for the money. If the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of Securityholders of any
Series of Securities all money held by it as Paying Agent.

Section 2.6. Securityholder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least ten days before each interest payment date and at such
other times as the Trustee may request in writing a list, in such form and as of
such date as the Trustee may reasonably require, of the names and addresses of
Securityholders of each Series of Securities.

                                       8
<PAGE>
Section 2.7. Transfer and Exchange.

     Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities upon receipt of a Company Order. No
service charge shall be made for any registration of transfer or exchange
(except as otherwise expressly permitted herein), but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer tax or
similar governmental charge payable upon exchanges pursuant to Sections 2.11,
3.6 or 9.6).

     Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee, upon receipt of a Company Order, shall authenticate and
deliver in exchange therefor a new Security of the same Series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee, upon receipt of a Company
Order, shall authenticate and make available for delivery, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same Series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any Series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

                                       9
<PAGE>

Section 2.9. Outstanding Securities.

     The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest on a Global Security effected by
the Trustee in accordance with the provisions hereof and those described in this
Section as not outstanding.

     If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the Paying Agent (other than the Company, a Subsidiary of the Company or
an Affiliate of the Company) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after
that date such Securities of the Series cease to be outstanding and interest on
them ceases to accrue.

     A Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.

     In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security
that shall be deemed to be outstanding for such purposes shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.2.

Section 2.10. Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company or any Affiliate of the Company shall be disregarded, except that for
the purposes of determining whether the Trustee shall be protected in relying on
any such request, demand, authorization, direction, notice, consent or waiver
only Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

Section 2.11. Temporary Securities.

     Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee, upon receipt of a Company Order, shall authenticate temporary
Securities upon a Company Order. Temporary Securities shall be substantially in
the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee, upon receipt of a Company Order, shall
authenticate definitive Securities of the same Series and date of maturity in
exchange for temporary Securities. Until so exchanged, temporary securities
shall have the same rights under this Indenture as the definitive Securities.

Section 2.12. Cancellation.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for transfer,
exchange, payment, replacement or cancellation and shall destroy such canceled
Securities (subject to the record retention requirement of the Exchange Act) and
deliver a certificate of such destruction to the Company,

                                       10
<PAGE>

unless the Company otherwise directs. The Company may not issue new Securities
to replace Securities that it has paid or delivered to the Trustee for
cancellation.

Section 2.13. Defaulted Interest.

     If the Company defaults in a payment of interest on a Series of Securities,
it shall pay the defaulted interest, plus, to the extent permitted by law, any
interest payable on the defaulted interest, to the persons who are
Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least 10 days before the record
date, the Company shall mail to the Trustee and to each Securityholder of the
Series a notice that states the record date, the payment date and the amount of
interest to be paid. The Company may pay defaulted interest in any other lawful
manner.

Section 2.14. Global Securities.

     2.14.1. Terms of Securities. A Board Resolution, a supplemental indenture
             hereto or an Officers' Certificate shall establish whether the
             Securities of a Series shall be issued in whole or in part in the
             form of one or more Global Securities and the Depositary for such
             Global Security or Securities.

     2.14.2. Transfer and Exchange. Notwithstanding any provisions to the
             contrary contained in Section 2.7 of the Indenture and in addition
             thereto, any Global Security shall be exchangeable pursuant to
             Section 2.7 of the Indenture for Securities registered in the names
             of Holders other than the Depositary for such Security or its
             nominee only if (i) such Depositary notifies the Company that it is
             unwilling or unable to continue as Depositary for such Global
             Security or if at any time such Depositary ceases to be a clearing
             agency registered under the Exchange Act, and, in either case, the
             Company fails to appoint a successor Depositary registered as a
             clearing agency under the Exchange Act within 90 days of such event
             or (ii) the Company executes and delivers to the Trustee an
             Officers' Certificate to the effect that such Global Security shall
             be so exchangeable. Any Global Security that is exchangeable
             pursuant to the preceding sentence shall be exchangeable for
             Securities registered in such names as the Depositary shall direct
             in writing in an aggregate principal amount equal to the principal
             amount of the Global Security with like tenor and terms.

             Except as provided in this Section 2.14.2, a Global Security may
             not be transferred except as a whole by the Depositary with
             respect to such Global Security to a nominee of such Depositary, by
             a nominee of such Depositary to such Depositary or another nominee
             of such Depositary or by the Depositary or any such nominee to a
             successor Depositary or a nominee of such a successor Depositary.

             The Trustee shall have no obligation or duty to monitor, determine
             or inquire as to compliance with any restrictions on transfer
             imposed under this Indenture or under applicable law with respect
             to any transfer of any interest in any Security other than to
             require delivery of such certificates and other documentation or
             evidence as are expressly required by, and to do so if and when
             expressly required by the terms of, this Indenture, and to examine
             the same to determine substantial compliance as to form with the
             express requirements hereof.

                                       11
<PAGE>

     2.14.3. Legend. Any Global Security issued hereunder shall bear a legend in
             substantially the following form:

             "This Security is a Global Security within the meaning of the
             Indenture hereinafter referred to and is registered in the name of
             the Depositary or a nominee of the Depositary. This Security is
             exchangeable for Securities registered in the name of a person
             other than the Depositary or its nominee only in the limited
             circumstances described in the Indenture, and may not be
             transferred except as a whole by the Depositary to a nominee of the
             Depositary, by a nominee of the Depositary to the Depositary or
             another nominee of the Depositary or by the Depositary or any such
             nominee to a successor Depositary or a nominee of such a successor
             Depositary."

     2.14.4. Acts of Holders. The Depositary, as a Holder, may appoint agents
             and otherwise authorize participants to give or take any request,
             demand, authorization, direction, notice, consent, waiver or other
             action which a Holder is entitled to give or take under the
             Indenture.

     2.14.5. Payments. Notwithstanding the other provisions of this Indenture,
             unless otherwise specified as contemplated by Section 2.2,
             payment of the principal of and interest, if any, on any Global
             Security shall be made to the Holder thereof.

     2.14.6. Consents, Declaration and Directions. Except as provided in Section
             2.14.5, the Company, the Trustee and any Agent shall treat a person
             as the Holder of such principal amount of outstanding Securities of
             such Series represented by a Global Security as shall be specified
             in a written statement of the Depositary with respect to such
             Global Security, for purposes of obtaining any consents,
             declarations, waivers or directions required to be given by the
             Holders pursuant to this Indenture.

Section 2.15. CUSIP Numbers.

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other elements of
identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

                                  ARTICLE III.
                                   REDEMPTION

Section 3.1. Notice to Trustee.

     The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities. If a
Series of Securities is redeemable and the Company wants or is obligated to
redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the redemption date and the principal amount of Series of Securities to be
redeemed. The Company shall give the notice at least 30 days before the
redemption date (or such shorter notice as may be acceptable to the Trustee).

                                       12
<PAGE>

Section 3.2. Selection of Securities to be Redeemed.

     Unless otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, if less than all the
Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of
them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2.10, the minimum principal denomination for each Series
and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

Section 3.3. Notice of Redemption.

     Unless otherwise indicated for a particular Series by Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail a notice
of redemption by first-class mail to each Holder whose Securities are to be
redeemed.

     The notice shall identify the Securities of the Series to be redeemed and
shall state:

     (a)  the redemption date;

     (b)  the redemption price;

     (c)  the name and address of the Paying Agent;

     (d)  that Securities of the Series called for redemption must be
          surrendered to the Paying Agent to collect the redemption price;

     (e)  that interest on Securities of the Series called for redemption ceases
          to accrue on and after the redemption date; and

     (f)  any other information as may be required by the terms of the
          particular Series or the Securities of a Series being redeemed.

     At the Company's request, the Trustee shall give the notice of redemption,
in the Company's name and at its expense.

Section 3.4. Effect of Notice of Redemption.

     Once notice of redemption is mailed or published as provided in Section
3.3, Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be
conditional. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price plus accrued interest to the redemption date.

                                       13
<PAGE>

Section 3.5. Deposit of Redemption Price.

     On or before the redemption date, the Company shall deposit with the Paying
Agent money sufficient to pay the redemption price of and accrued interest, if
any, on all Securities to be redeemed on that date.

Section 3.6. Securities Redeemed in Part.

     Upon surrender of a Security that is redeemed in part, the Trustee, upon
receipt of a Company Order, shall authenticate for the Holder a new Security of
the same Series and the same maturity equal in principal amount to the
unredeemed portion of the Security surrendered.

                                   ARTICLE IV.
                                    COVENANTS

Section 4.1. Payment of Principal and Interest.

     The Company covenants and agrees for the benefit of the Holders of each
Series of Securities that it will duly and punctually pay the principal of and
interest, if any, on the Securities of that Series in accordance with the terms
of such Securities and this Indenture.

Section 4.2. SEC Reports.

     The Company shall deliver to the Trustee within 15 days after it files them
with the SEC copies of the annual reports and of the information, documents, and
other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also
shall comply with the other provisions of TIA Section 314(a).

Section 4.3. Compliance Certificate.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, an Officers' Certificate stating that a review
of the activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his/her knowledge the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he may have knowledge).

     The Company will, so long as any of the Securities are outstanding, deliver
to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

Section 4.4. Stay, Extension and Usury Laws.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the

                                       14
<PAGE>

performance of this Indenture or the Securities; and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
has been enacted.

Section 4.5. Corporate Existence.

     Subject to Article V, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the rights (charter and statutory), licenses and franchises of the Company;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole and that the loss thereof is
not adverse in any material respect to the Holders.

                                   ARTICLE V.
                                   SUCCESSORS

Section 5.1. When Company May Merge, etc.

     The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its properties and assets to, any
person (a "successor person") unless:

     (a)  either (1) the Company shall be the continuing corporation or (2) the
          successor person (i) shall be a corporation, partnership, limited
          liability company, trust or other entity organized and validly
          existing under the laws of the United States or any state thereof or
          the District of Columbia and (ii) shall expressly assume, by an
          indenture supplemental hereto, executed and delivered to the Trustee,
          in form satisfactory to the Trustee, all of the obligations of the
          Company under the Securities and this Indenture; and

     (b)  immediately after giving effect to the transaction, no Default or
          Event of Default, shall have occurred and be continuing.

     The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and any supplemental
indenture comply with this Indenture.

     Notwithstanding the above, any Subsidiary of the Company may consolidate
with, merge into or transfer all or part of its properties to the Company.
Neither an Officers' Certificate nor an Opinion of Counsel shall be required to
be delivered in connection therewith.

Section 5.2. Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the
Securities.

                                       15
<PAGE>

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

Section 6.1. Events of Default.

     "Event of Default," wherever used herein with respect to Securities of any
Series, means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers' Certificate, it is provided that
such Series shall not have the benefit of said Event of Default:

     (a)  default in the payment of any interest on any Security of that Series
          when it becomes due and payable, and continuance of such default for a
          period of 30 days (unless the entire amount of such payment is
          deposited by the Company with the Trustee or with a Paying Agent prior
          to the expiration of such period of 30 days); or

     (b)  default in the payment of principal of any Security of that Series at
          its Maturity; or

     (c)  default in the performance or breach of any covenant or warranty of
          the Company in this Indenture (other than a covenant or warranty that
          has been included in this Indenture solely for the benefit of Series
          of Securities other than that Series), which default continues uncured
          for a period of 60 days after there has been given, by registered or
          certified mail, to the Company by the Trustee or to the Company and
          the Trustee by the Holders of at least 25% in principal amount of the
          outstanding Securities of that Series a written notice specifying such
          default or breach and requiring it to be remedied and stating that
          such notice is a "Notice of Default" hereunder; or

     (d)  the Company pursuant to or within the meaning of any Bankruptcy Law:

          (i)   commences a voluntary case,

          (ii)  consents to the entry of an order for relief against it in an
                involuntary case,

          (iii) consents to the appointment of a Custodian of it or for all or
                substantially all of its property,

          (iv)  makes a general assignment for the benefit of its creditors, or

          (v)   generally is unable to pay its debts as the same become due; or

     (e)  a court of competent jurisdiction enters an order or decree under any
          Bankruptcy Law that:

          (i)   is for relief against the Company in an involuntary case,

          (ii)  appoints a Custodian of the Company or for all or substantially
                all of its property, or

          (iii) orders the liquidation of the Company,

and the order or decree remains unstayed and in effect for 60 days; or

     (f)  any other Event of Default provided with respect to Securities of that
          Series, which is specified in a Board Resolution, a supplemental
          indenture hereto or an Officers' Certificate, in accordance with
          Section 2.2.18.

                                       16
<PAGE>

     The term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal
or State law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.

Section 6.2. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing (other than an Event of Default referred to
in Section 6.1(d) or (e)) then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the outstanding Securities of that
Series may declare the principal amount (or, if any Securities of that Series
are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of and accrued and unpaid interest,
if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and accrued and unpaid interest, if any, shall become immediately due
and payable. If an Event of Default specified in Section 6.1(d) or (e) shall
occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

     At any time after such a declaration of acceleration with respect to any
Series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the outstanding Securities of
that Series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if all Events of Default with
respect to Securities of that Series, other than the non-payment of the
principal and interest, if any, of Securities of that Series which have become
due solely by such declaration of acceleration, have been cured or waived as
provided in Section 6.13.

     No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Company covenants that if

     (a)  default is made in the payment of any interest on any Security when
          such interest becomes due and payable and such default continues for a
          period of 30 days, or

     (b)  default is made in the payment of principal of any Security at the
          Maturity thereof, or

     (c)  default is made in the deposit of any sinking fund payment when and as
          due by the terms of a Security,

then, the Company will, upon demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and any
overdue interest at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same

                                       17
<PAGE>

against the Company or any other obligor upon such Securities and collect the
moneys adjudged or deemed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

     Notwithstanding any other provision of this Indenture, if an Event of
Default with respect to any Securities of any Series occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of Securities of such Series by pursuing any available
remedy by proceeding at law or in equity as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 6.4. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

     (a)  to file and prove a claim for the whole amount of principal and
          interest owing and unpaid in respect of the Securities and to file
          such other papers or documents as may be necessary or advisable in
          order to have the claims of the Trustee (including any claim for the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel) and of the Holders allowed in such
          judicial proceeding, and

     (b)  to collect and receive any moneys or other property payable or
          deliverable on any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

Section 6.5. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

                                       18
<PAGE>

Section 6.6. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

     First: To the payment of all amounts due the Trustee under Section 7.7; and

     Second: To the payment of the amounts then due and unpaid for principal of
and interest on the Securities in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal
and interest, respectively; and

     Third: To the Company or to such party as a court of competent jurisdiction
shall direct.

Section 6.7. Limitation on Suits.

     No Holder of any Security of any Series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

     (a)  such Holder has previously given written notice to the Trustee of a
          continuing Event of Default with respect to the Securities of that
          Series;

     (b)  the Holders of not less than 25% in principal amount of the
          outstanding Securities of that Series shall have made written request
          to the Trustee to institute proceedings in respect of such Event of
          Default in its own name as Trustee hereunder;

     (c)  such Holder or Holders have offered to the Trustee reasonable
          indemnity against the costs, expenses and liabilities to be incurred
          in compliance with such request;

     (d)  the Trustee for 60 days after its receipt of such notice, request and
          offer of indemnity has failed to institute any such proceeding; and

     (e)  no direction inconsistent with such written request has been given to
          the Trustee during such 60-day period by the Holders of a majority in
          principal amount of the outstanding Securities of that Series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

Section 6.8. Unconditional Right of Holders to Receive Principal and Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Security on the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of

                                       19
<PAGE>

redemption, on the redemption date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

Section 6.9. Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

Section 6.10. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11. Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

Section 6.12. Control by Holders.

     The Holders of a majority in principal amount of the outstanding Securities
of any Series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such Series, provided that

     (a)  such direction shall not be in conflict with any rule of law or with
          this Indenture,

     (b)  the Trustee may take any other action deemed proper by the Trustee
          which is not inconsistent with such direction, and

     (c)  subject to the provisions of Section 6.1, the Trustee shall have the
          right to decline to follow any such direction if the Trustee in good
          faith shall, by a Responsible Officer of the Trustee, determine that
          the proceeding so directed would involve the Trustee in personal
          liability.

Section 6.13. Waiver of Past Defaults.

     The Holders of not less than a majority in aggregate principal amount of
the outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past

                                       20
<PAGE>

Default hereunder with respect to such Series and its consequences, except a
Default in the payment of the principal of or interest on any Security of such
Series (provided, however, that the Holders of a majority in principal amount of
the outstanding Securities of any Series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

Section 6.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

Section 7.1. Duties of Trustee.

     (a)  If an Event of Default has occurred and is continuing, the Trustee
          shall exercise the rights and powers vested in it by this Indenture
          and use the same degree of care and skill in its exercise as a prudent
          man would exercise or use under the circumstances in the conduct of
          his own affairs.

     (b)  Except during the continuance of an Event of Default:

          (i)  The Trustee need perform only those duties that are specifically
               set forth in this Indenture and no others.

          (ii) In the absence of bad faith on its part, the Trustee may
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, upon Officers'
               Certificates or Opinions of Counsel furnished to the Trustee and
               conforming to the requirements of this Indenture; however, in the
               case of any such Officers' Certificates or Opinions of Counsel
               which by any provisions hereof are specifically required to be
               furnished to the Trustee, the Trustee shall examine such
               Officers' Certificates and Opinions of Counsel to determine
               whether or not they conform to the requirements of this Indenture
               (but need not confirm or investigate the accuracy of mathematical
               calculations or other facts stated therein).

     (c)  The Trustee may not be relieved from liability for its own negligent
          action, its own negligent failure to act or its own willful
          misconduct, except that:

                                       21
<PAGE>
          (i)   This paragraph does not limit the effect of paragraph (b) of
                this Section.

          (ii)  The Trustee shall not be liable for any error of judgment made
                in good faith by a Responsible Officer, unless it is proved that
                the Trustee was negligent in ascertaining the pertinent facts.

          (iii) The Trustee shall not be liable with respect to any action
                taken, suffered or omitted to be taken by it with respect to
                Securities of any Series in good faith in accordance with the
                direction of the Holders of a majority in principal amount of
                the outstanding Securities of such Series relating to the time,
                method and place of conducting any proceeding for any remedy
                available to the Trustee, or exercising any trust or power
                conferred upon the Trustee, under this Indenture with respect to
                the Securities of such Series.

     (d)  Every provision of this Indenture that in any way relates to the
          Trustee is subject to paragraph (a), (b) and (c) of this Section.

     (e)  The Trustee may refuse to perform any duty or exercise any right or
          power unless it receives indemnity satisfactory to it against any
          loss, liability or expense.

     (f)  The Trustee shall not be liable for interest on any money received by
          it except as the Trustee may agree in writing with the Company. Money
          held in trust by the Trustee need not be segregated from other funds
          except to the extent required by law.

     (g)  No provision of this Indenture shall require the Trustee to risk its
          own funds or otherwise incur any financial liability in the
          performance of any of its duties, or in the exercise of any of its
          rights or powers, if it shall have reasonable grounds for believing
          that repayment of such funds or adequate indemnity against such risk
          is not reasonably assured to it.

     (h)  The Paying Agent, the Registrar, the Service Agent and any
          authenticating agent shall be entitled to the protections, immunities
          and standard of care as are set forth in paragraphs (a), (b) and (c)
          of this Section with respect to the Trustee.

Section 7.2. Rights of Trustee.

     (a)  The Trustee may rely on and shall be protected in acting or refraining
          from acting upon any document believed by it to be genuine and to have
          been signed or presented by the proper person. The Trustee need not
          investigate any fact or matter stated in the document.

     (b)  Before the Trustee acts or refrains from acting, it may require an
          Officers' Certificate or an Opinion of Counsel, or both. The Trustee
          shall not be liable for any action it takes or omits to take in good
          faith in reliance on such Officers' Certificate or Opinion of Counsel.

     (c)  The Trustee may act through agents and shall not be responsible for
          the misconduct or negligence of any agent appointed with due care. No
          Depositary shall be deemed an agent of the Trustee and the Trustee
          shall not be responsible for any act or omission by any Depositary.

     (d)  The Trustee shall not be liable for any action it takes or omits to
          take in good faith which it believes to be authorized or within its
          rights or powers, provided that the Trustee's conduct does not
          constitute negligence or bad faith.

                                       22
<PAGE>

     (e)  The Trustee may consult with counsel and the advice of such counsel or
          any Opinion of Counsel shall be full and complete authorization and
          protection in respect of any action taken, suffered or omitted by it
          hereunder without negligence and in good faith and in reliance
          thereon.

     (f)  The Trustee shall be under no obligation to exercise any of the rights
          or powers vested in it by this Indenture at the request or direction
          of any of the Holders of Securities unless such Holders shall have
          offered to the Trustee security or reasonable indemnity against the
          costs, expenses and liabilities which might be incurred by it in
          compliance with such request or direction.

Section 7.3. Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate of
the Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee is also subject to Sections 7.10
and 7.11.

Section 7.4. Trustee's Disclaimer.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its authentication.

Section 7.5. Notice of Defaults.

     If a Default or Event of Default occurs and is continuing with respect to
the Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Securityholder of the Securities of that
Series notice of a Default or Event of Default within 90 days after it occurs
or, if later, after a Responsible Officer of the Trustee has knowledge of such
Default or Event of Default. Except in the case of a Default or Event of Default
in payment of principal of or interest on any Security of any Series, the
Trustee may withhold the notice if and so long as its corporate trust committee
or a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Securityholders of that Series.

Section 7.6. Reports by Trustee to Holders.

     Within 60 days after [date] in each year, the Trustee shall transmit by
mail to all Securityholders, as their names and addresses appear on the register
kept by the Registrar, a brief report dated as of such [date], in accordance
with, and to the extent required under, TIA Section 313.

     A copy of each report at the time of its mailing to Securityholders of any
Series shall be filed with the SEC and each stock exchange on which the
Securities of that Series are listed. The Company shall promptly notify the
Trustee when Securities of any Series are listed on any stock exchange.

Section 7.7. Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its services as the Company and the Trustee shall from time to
time agree upon in writing. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out of pocket expenses
incurred by

                                       23
<PAGE>

it. Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

     The Company shall indemnify the Trustee (including the cost of defending
itself) against any loss, liability or expense incurred by it except as set
forth in the next paragraph in the performance of its duties under this
Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Trustee may have one
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld. This indemnification
shall apply to officers, directors, employees, shareholders and agents of the
Trustee.

     The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad faith.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities of any Series on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
and interest on particular Securities of that Series.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(d) or (e) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

Section 7.8. Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     The Trustee may resign with respect to the Securities of one or more Series
by so notifying the Company at least 30 days prior to the date of the proposed
resignation. The Holders of a majority in principal amount of the Securities of
any Series may remove the Trustee with respect to that Series by so notifying
the Trustee and the Company. The Company may remove the Trustee with respect to
Securities of one or more Series if:

     (a)  the Trustee fails to comply with Section 7.10;

     (b)  the Trustee is adjudged bankrupt or insolvent or an order for relief
          is entered with respect to the Trustee under any Bankruptcy Law;

     (c)  a Custodian or public officer takes charge of the Trustee or its
          property; or

     (d)  the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

     If a successor Trustee with respect to the Securities of any one or more
Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the

                                       24
<PAGE>

Holders of at least a majority in principal amount of the Securities of the
applicable Series may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee subject to the lien provided for in Section 7.7, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee with respect
to each Series of Securities for which it is acting as Trustee under this
Indenture. A successor Trustee shall mail a notice of its succession to each
Securityholder of each such Series. Notwithstanding replacement of the Trustee
pursuant to this Section 7.8, the Company's obligations under Section 7.7 hereof
shall continue for the benefit of the retiring Trustee with respect to expenses
and liabilities incurred by it prior to such replacement.

Section 7.9. Successor Trustee by Merger, etc.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

Section 7.10. Eligibility; Disqualification.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a combined
capital and surplus of at least $25,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Section
310(b).

Section 7.11. Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

Section 8.1. Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Order cease to be of further effect
(except as hereinafter provided in this Section 8.1), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

     (a)  either

          (i)  all Securities theretofore authenticated and delivered (other
               than Securities that have been destroyed, lost or stolen and that
               have been replaced or paid) have been delivered to the Trustee
               for cancellation; or

          (ii) all such Securities not theretofore delivered to the Trustee for
               cancellation

               (1)  have become due and payable, or

               (2)  will become due and payable at their Stated Maturity within
                    one year, or

                                       25
<PAGE>

               (3)  have been called for redemption or are to be called for
                    redemption within one year under arrangements satisfactory
                    to the Trustee for the giving of notice of redemption by the
                    Trustee in the name, and at the expense, of the Company, or

               (4)  are deemed paid and discharged pursuant to Section 8.3, as
                    applicable;

and the Company, in the case of (1), (2) or (3) above, has deposited or caused
to be deposited with the Trustee in trust an amount sufficient for the purpose
of paying and discharging the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have
become due and payable on or prior to the date of such deposit) or to the Stated
Maturity or redemption date, as the case may be;

     (b)  the Company has paid or caused to be paid all other sums payable
          hereunder by the Company; and

     (c)  the Company has delivered to the Trustee an Officers' Certificate and
          an Opinion of Counsel, each stating that all conditions precedent
          herein provided for relating to the satisfaction and discharge of this
          Indenture have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.7, and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section, the
provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall survive.

Section 8.2. Application of Trust Funds; Indemnification.

     (a)  Subject to the provisions of Section 8.5, all money deposited with the
          Trustee pursuant to Section 8.1, all money and U.S. Government
          Obligations or Foreign Government Obligations deposited with the
          Trustee pursuant to Section 8.3 or 8.4 and all money received by the
          Trustee in respect of U.S. Government Obligations or Foreign
          Government Obligations deposited with the Trustee pursuant to Section
          8.3 or 8.4, shall be held in trust and applied by it, in accordance
          with the provisions of the Securities and this Indenture, to the
          payment, either directly or through any Paying Agent (including the
          Company acting as its own Paying Agent) as the Trustee may determine,
          to the persons entitled thereto, of the principal and interest for
          whose payment such money has been deposited with or received by the
          Trustee or to make mandatory sinking fund payments or analogous
          payments as contemplated by Sections 8.3 or 8.4.

     (b)  The Company shall pay and shall indemnify the Trustee against any tax,
          fee or other charge imposed on or assessed against U.S. Government
          Obligations or Foreign Government Obligations deposited pursuant to
          Sections 8.3 or 8.4 or the interest and principal received in respect
          of such obligations other than any payable by or on behalf of Holders.

     (c)  The Trustee shall deliver or pay to the Company from time to time upon
          Company Request any U.S. Government Obligations or Foreign Government
          Obligations or money held by it as provided in Sections 8.3 or 8.4
          which, in the opinion of a nationally recognized firm of independent
          certified public accountants expressed in a written certification
          thereof delivered to the Trustee, are then in excess of the amount
          thereof which then would have been required to be deposited for the
          purpose for which such U.S. Government Obligations or Foreign
          Government Obligations or money were deposited or received. This
          provision shall not authorize the sale by the Trustee of any U.S.
          Government Obligations or Foreign Government Obligations held under
          this Indenture.

                                       26
<PAGE>

Section 8.3. Legal Defeasance of Securities of any Series.

     Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2.20,
to be inapplicable to Securities of any Series, the Company shall be deemed to
have paid and discharged the entire indebtedness on all the outstanding
Securities of any Series on the date of the deposit referred to in subparagraph
(d) hereof, and the provisions of this Indenture, as it relates to such
outstanding Securities of such Series, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to:

     (a)  the rights of Holders of Securities of such Series to receive, from
          the trust funds described in subparagraph (d) hereof, (i) payment of
          the principal of and each installment of principal of and interest on
          the outstanding Securities of such Series on the Stated Maturity of
          such principal or installment of principal or interest and (ii) the
          benefit of any mandatory sinking fund payments applicable to the
          Securities of such Series on the day on which such payments are due
          and payable in accordance with the terms of this Indenture and the
          Securities of such Series;

     (b)  the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and

     (c)  the rights, powers, trust and immunities of the Trustee hereunder;

provided that, the following conditions shall have been satisfied:

     (d)  the Company shall have deposited or caused to be deposited (except as
          provided in Section 8.2(c)) with the Trustee in trust for the purpose
          of making the following payments, specifically pledged as security for
          and dedicated solely to the benefit of the Holders of such Securities
          (i) in the case of Securities of such Series denominated in Dollars,
          cash in Dollars and/or U.S. Government Obligations, or (ii) in the
          case of Securities of such Series denominated in a Foreign Currency
          (other than a composite currency), money and/or Foreign Government
          Obligations, which through the payment of interest and principal in
          respect thereof in accordance with their terms, will provide (and
          without reinvestment and assuming no tax liability will be imposed on
          such Trustee), not later than one day before the due date of any
          payment of money, an amount in cash, sufficient to pay and discharge
          each installment of principal of and interest, if any, on and any
          mandatory sinking fund payments in respect of all the Securities of
          such Series on the dates such installments of interest or principal
          and such sinking fund payments are due;

     (e)  such deposit will not result in a breach or violation of, or
          constitute a default under, this Indenture or any other agreement or
          instrument to which the Company is a party or by which it is bound;

     (f)  no Default or Event of Default with respect to the Securities of such
          Series shall have occurred and be continuing on the date of such
          deposit;

     (g)  the Company shall have delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel to the effect that (i) the
          Company has received from, or there has been published by, the
          Internal Revenue Service a ruling, or (ii) since the date of execution
          of this Indenture, there has been a change in the applicable Federal
          income tax law, in either case to the effect that, and based thereon
          such Opinion of Counsel shall confirm that, the Holders of the
          Securities of such Series will not recognize income, gain or loss for
          Federal income tax purposes as a result of such deposit, defeasance
          and discharge and will be

                                       27
<PAGE>

          subject to Federal income tax on the same amount and in the same
          manner and at the same times as would have been the case if such
          deposit, defeasance and discharge had not occurred;

     (h)  the Company shall have delivered to the Trustee an Officers'
          Certificate stating that the deposit was not made by the Company with
          the intent of preferring the Holders of the Securities of such Series
          over any other creditors of the Company or with the intent of
          defeating, hindering, delaying or defrauding any other creditors of
          the Company; and

     (i)  the Company shall have delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent provided for relating to the defeasance
          contemplated by this Section have been complied with.

Section 8.4. Covenant Defeasance.

     Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20
to be inapplicable to Securities of any Series, the Company may omit to comply
with respect to the Securities of any Series with any term, provision or
condition set forth under Sections 4.2, 4.3, 4.4, 4.5, and 5.1 as well as any
additional covenants specified in a supplemental indenture for such Series of
Securities or a Board Resolution or an Officers' Certificate delivered pursuant
to Section 2.2.20 (and the failure to comply with any such covenants shall not
constitute a Default or Event of Default with respect to such Series under
Section 6.1) and the occurrence of any event specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers'
Certificate delivered pursuant to Section 2.2.18 and designated as an Event of
Default shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such Series, provided that the following conditions
shall have been satisfied:

     (a)  With reference to this Section 8.4, the Company has deposited or
          caused to be deposited (except as provided in Section 8.2(c)) with the
          Trustee as trust funds in trust for the purpose of making the
          following payments specifically pledged as security for, and dedicated
          solely to, the benefit of the Holders of such Securities (i) in the
          case of Securities of such Series denominated in Dollars, cash in
          Dollars and/or U.S. Government Obligations, or (ii) in the case of
          Securities of such Series denominated in a Foreign Currency (other
          than a composite currency), money and/or Foreign Government
          Obligations, which through the payment of interest and principal in
          respect thereof in accordance with their terms, will provide (and
          without reinvestment and assuming no tax liability will be imposed on
          such Trustee), not later than one day before the due date of any
          payment of money, an amount in cash, sufficient to pay and discharge
          each installment of principal of and interest, if any, on and any
          mandatory sinking fund payments in respect of the Securities of such
          Series on the dates such installments of interest or principal and
          such sinking fund payments are due;

     (b)  Such deposit will not result in a breach or violation of, or
          constitute a default under, this Indenture or any other agreement or
          instrument to which the Company is a party or by which it is bound;

     (c)  No Default or Event of Default with respect to the Securities of such
          Series shall have occurred and be continuing on the date of such
          deposit;

     (d)  The Company shall have delivered to the Trustee an Opinion of Counsel
          to the effect that Holders of the Securities of such Series will not
          recognize income, gain or loss for federal income tax purposes as a
          result of such deposit and covenant defeasance and will be subject

                                       28
<PAGE>

          to federal income tax on the same amounts, in the same manner and at
          the same times as would have been the case if such deposit and
          covenant defeasance had not occurred;

     (e)  The Company shall have delivered to the Trustee an Officers'
          Certificate stating the deposit was not made by the Company with the
          intent of preferring the Holders of the Securities of such Series over
          any other creditors of the Company or with the intent of defeating,
          hindering, delaying or defrauding any other creditors of the Company;
          and

     (f)  The Company shall have delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent herein provided for relating to the covenant
          defeasance contemplated by this Section have been complied with.

Section 8.5. Repayment to Company.

     The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal and interest that remains
unclaimed for two years. After that, Securityholders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person.

                                   ARTICLE IX.
                             AMENDMENTS AND WAIVERS

Section 9.1. Without Consent of Holders.

     The Company and the Trustee may amend or supplement this Indenture or the
Securities of one or more Series without the consent of any Securityholder:

     (a)  to cure any ambiguity, defect or inconsistency;

     (b)  to comply with Article V;

     (c)  to establish the forms or terms of Securities of any Series;

     (d)  to provide for uncertificated Securities in addition to or in place of
          certificated Securities;

     (e)  to make any change that does not adversely affect the rights of any
          Securityholder;

     (f)  to provide for the issuance of and establish the form and terms and
          conditions of Securities of any Series as permitted by this Indenture;

     (g)  to evidence and provide for the acceptance of appointment hereunder by
          a successor Trustee with respect to the Securities of one or more
          Series and to add to or change any of the provisions of this Indenture
          as shall be necessary to provide for or facilitate the administration
          of the trusts hereunder by more than one Trustee; or

     (h)  to comply with requirements of the SEC in order to effect or maintain
          the qualification of this Indenture under the TIA.

Section 9.2. With Consent of Holders.

     The Company and the Trustee may enter into a supplemental indenture with
the written consent of the Holders of at least a majority in principal amount of
the outstanding Securities of each Series

                                       29
<PAGE>

affected by such supplemental indenture (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such
Series), for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Securityholders of
each such Series.

     It shall not be necessary for the consent of the Holders of Securities
under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby, a notice briefly describing the supplemental
indenture or waiver. Any failure by the Company to mail or publish such notice,
or any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture or waiver.

Section 9.3. Compliance with Trust Indenture Act.

     Every amendment to this Indenture or the Securities of one or more Series
shall be set forth in a supplemental indenture hereto that complies with the TIA
as then in effect.

Section 9.4. Revocation and Effect of Consents.

     Until an amendment is set forth in a supplemental indenture or a waiver
becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. However, any such Holder
or subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives the notice of revocation before the date of the
supplemental indenture or the date the waiver becomes effective.

Section 9.5. Notation on or Exchange of Securities.

     The Trustee may place an appropriate notation about an amendment or waiver
on any Security of any Series thereafter authenticated. The Company in exchange
for Securities of that Series may issue and the Trustee shall authenticate upon
receipt of a Company Order new Securities of that Series that reflect the
amendment or waiver.

Section 9.6. Trustee Protected.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 7.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

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<PAGE>
                                   ARTICLE X.
                                  MISCELLANEOUS

Section 10.1. Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required or deemed to be included in this Indenture
by the TIA, such required or deemed provision shall control.

Section 10.2. Notices.

     Any notice or communication by the Company or the Trustee to the other, or
by a Holder to the Company or the Trustee, is duly given if in writing and
delivered in person or mailed by first-class mail:

if to the Company:
                                   Solarfun Power Holdings Co., Ltd.
                                   666 Linyang Road
                                   Qidong, Jiangsu Province 226200
                                   People's Republic of China
                                   Attention: Chief Financial Officer
                                   Facsimile: (86513) 8311 0367

if to the Trustee:








     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder of any Series or
any defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series.

     If a notice or communication is mailed or published in the manner provided
above, within the time prescribed, it is duly given, whether or not the
Securityholder receives it.

     If the Company mails a notice or communication to Securityholders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 10.3. Communication by Holders with Other Holders.

     Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the

                                       31
<PAGE>
Securities of that Series or all Series. The Company, the Trustee, the Registrar
and anyone else shall have the protection of TIA Section 312(c).

Section 10.4. Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a)  an Officers' Certificate stating that, in the opinion of the signers,
          all conditions precedent, if any, provided for in this Indenture
          relating to the proposed action have been complied with; and

     (b)  an Opinion of Counsel stating that, in the opinion of such counsel,
          all such conditions precedent have been complied with.

Section 10.5. Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

     (a)  a statement that the person making such certificate or opinion has
          read such covenant or condition;

     (b)  a brief statement as to the nature and scope of the examination or
          investigation upon which the statements or opinions contained in such
          certificate or opinion are based;

     (c)  a statement that, in the opinion of such person, he has made such
          examination or investigation as is necessary to enable him to express
          an informed opinion as to whether or not such covenant or condition
          has been complied with; and

     (d)  a statement as to whether or not, in the opinion of such person, such
          condition or covenant has been complied with.

Section 10.6. Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. Any Agent may make reasonable rules and
set reasonable requirements for its functions.

Section 10.7. Legal Holidays.

     Unless otherwise provided by Board Resolution, Officers' Certificate or
supplemental indenture hereto for a particular Series, a "Legal Holiday" is any
day that is not a Business Day. If a payment date is a Legal Holiday at a place
of payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

Section 10.8. No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security

                                       32
<PAGE>
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

Section 10.9. Counterparts.

     This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

Section 10.10. Governing Laws.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

Section 10.11. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

Section 10.12. Successors.

     All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

Section 10.13. Severability.

     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.14. Table of Contents, Headings, Etc.

     The Table of Contents, Cross Reference Table, and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

                                   ARTICLE XI.
                                  SINKING FUNDS

Section 11.1. Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.

     The minimum amount of any sinking fund payment provided for by the terms of
the Securities of any Series is herein referred to as a "mandatory sinking fund
payment" and any other amount provided for by the terms of Securities of such
Series is herein referred to as an "optional sinking fund payment." If

                                       33
<PAGE>
provided for by the terms of Securities of any Series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 11.2.
Each sinking fund payment shall be applied to the redemption of Securities of
any Series as provided for by the terms of the Securities of such Series.

Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any Series to be made pursuant to the
terms of such Securities (1) deliver outstanding Securities of such Series to
which such sinking fund payment is applicable (other than any of such Securities
previously called for mandatory sinking fund redemption) and (2) apply as credit
Securities of such Series to which such sinking fund payment is applicable and
which have been repurchased by the Company or redeemed either at the election of
the Company pursuant to the terms of such Series of Securities (except pursuant
to any mandatory sinking fund) or through the application of permitted optional
sinking fund payments or other optional redemptions pursuant to the terms of
such Securities, provided that such Securities have not been previously so
credited. Such Securities shall be received by the Trustee, together with an
Officers' Certificate with respect thereto, not later than 15 days prior to the
date on which the Trustee begins the process of selecting Securities for
redemption, and shall be credited for such purpose by the Trustee at the price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
If as a result of the delivery or credit of Securities in lieu of cash payments
pursuant to this Section 11.2, the principal amount of Securities of such Series
to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for redemption,
except upon receipt of a Company Order that such action be taken, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the
cash payment required to be released to the Company.

Section 11.3. Redemption of Securities for Sinking Fund.

     Not less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture hereto or Officers' Certificate in respect of a
particular Series of Securities) prior to each sinking fund payment date for any
Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 11.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers' Certificate or supplemental indenture in respect of a particular
Series of Securities) before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.2 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.

                                       34
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.



                                            SOLARFUN POWER HOLDINGS CO., LTD.



                                            By:
                                                --------------------------------
                                            Name:
                                            Its:



                                            [TRUSTEE]



                                            By:
                                                --------------------------------
                                            Name:
                                            Its:

                                       35